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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check  one):  |_| Form  10-KB |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR

For Period Ended: September 30, 2005
|_| Transition Report on Form 10-K
|_| Transition  Report on Form 20-F
|_| Transition  Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR

For the Transition Period Ended:
                                ------------------------------------------------

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


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PART I -- REGISTRANT INFORMATION


Prestige Brands Holdings, Inc.
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Full Name of Registrant


90 North Broadway
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Address of Principal Executive Office (Street and Number)


Irvington, New York 10533
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City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).






        |X|      (a) The reasons  described in reasonable  detail in Part III of
                 this form could not be eliminated without  unreasonable  effort
                 or expense;

        |X|     (b) The subject annual report,  semi-annual report,  transition
                 report on Form 10-K,  Form 20-F,11-K or Form N-SAR,  or portion
                 thereof,  will be filed on or before the fifteenth calendar day
                 following the  prescribed  due date;  or the subject  quarterly
                 report or transition  report on Form 10-Q,  or portion  thereof
                 will be filed on or before the fifth calendar day following the
                 prescribed due date; and

        |_|      (c) The  accountant's  statement or other  exhibit  required by
                 Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report portion thereof,  could not be filed within the
prescribed time period.

Prestige  Brands  Holdings,  Inc.  (the  "Company")  was not  able  to file  its
Quarterly  Report on Form 10-Q for the fiscal quarter ended September 30, 2005
("Second  Quarter 10-Q") by the prescribed due date. The Company intends to file
the Second Quarter 10-Q as promptly as  practicable,  and expects to do so on or
before the November 21, 2005 extended deadline.

As indicated in Item 4.02(a) of the Company's  Current  Report on Form 8-K filed
today,  November 15, 2005, (the "Restatement 8-K"), which Item 4.02(a) (together
with that portion of Exhibit 99.1 of the Restatement  8-K entitled  "Restatement
of  Prior  Period  Financial  Statements")  of the  Restatement  8-K  is  hereby
incorporated  by  reference,  the Company  disclosed  that it would  restate its
financial  statements  for fiscal year 2003 through the first  quarter of fiscal
year 2006 and that its  previously-filed  financial statements for those periods
should no longer be relied upon.

The internal review of accounting  policies and practices that is referred to in
the  Restatement  8-K was  completed  during the  latter  portion of the week of
November 7, 2005,  during which time the Audit  Committee of the Company's Board
of  Directors  and  management  made their  determinations  with  respect to the
previously-filed  financial  statements.  The  Company's  inability  to file the
Second  Quarter 10-Q in a timely manner  relates to the internal  review and the
restatement  decision.  As a result of these matters,  which are detailed in the
Restatement  8-K and  related  Exhibit  99.1,  the  Company  has been  unable to
complete the financial  statements and restated financial  information that will
be included in the Second Quarter 10-Q and, accordingly,  could not complete and
file the Second  Quarter 10-Q within the  prescribed  time without  unreasonable
effort or expense.  As indicated  above,  the Company expects to file the Second
Quarter 10-Q on or before November 21, 2005.


The Company has determined that the  restatements  described  above  potentially
resulted  from  material  weaknesses  in the  Company's  internal  control  over
financial reporting.  The Company is still assessing the internal control impact
of  the  above  adjustments  on  its  evaluation  of  disclosure   controls  and



procedures.  According to PCAOB Accounting  Standard No. 2, An Audit Of Internal
Control  Over  Financial  Reporting  Performed in  Conjunction  With an Audit of
Financial Statements, a restatement of previously-issued financial statements is
at  least a  significant  deficiency  and a  strong  indicator  that a  material
weakness  exists with  respect to internal  control  over  financial  reporting.
Management is not required to report on the  assessment of its internal  control
over financial  reporting  pursuant to Section 404 of the  Sarbanes-Oxley Act of
2002  until it files its Annual  Report on Form 10-K for the  fiscal  year ended
March 31,  2006.  Although  it  expects  its  internal  control  over  financial
reporting to be effective at that time,  if it fails to remediate  any condition
constituting a material  weakness on or before March 31, 2006, the presence of a
material  weakness at that time would  cause  management  to  conclude  that its
internal  controls over financial  reporting are ineffective and would cause its
external  auditors  to issue an  adverse  opinion on the  effectiveness  of such
internal controls.


Forward-looking Information
- ---------------------------

The information  contained in this Form 12b-25 that addresses  future results or
expectations is considered  "forward-looking"  information within the definition
of the Federal securities laws. Forward-looking information in this document can
be identified  through the use of words such as "may," "will," "intend," "plan,"
"project,"  "expect,"  "anticipate,"  "should," "would," "believe,"  "estimate,"
"contemplate,"  "possible,"  and "point."  The  forward-looking  information  is
premised on many factors,  some of which are outlined below. Actual consolidated
results might differ  materially from projected  forward-looking  information if
there are any material changes in management's assumptions.


The  forward-looking  information and statements are or may be based on a series
of projections  and estimates and involve risks and  uncertainties.  One risk is
that the Company may not  successfully  remediate  control  deficiencies  in its
internal control over financial reporting in a timely manner,  which would cause
management  to conclude at that time that its internal  control  over  financial
reporting is ineffective  and would result in an adverse opinion on its controls
by its independent registered public accounting firm. For additional information
regarding  other risks that affect the Company,  please  refer to the  Company's
Forms 10-K and 10-K/A for the fiscal year ended March 31, 2005.


Management  undertakes no  obligation  to correct or update any  forward-looking
statements, whether as a result of new information, future events, or otherwise.
Persons are  advised,  however,  to consult any further  disclosures  management
makes on related  subjects in its reports filed with the Securities and Exchange
Commission and in its press releases.


PART IV-- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

 Charles N. Jolly        914               524-6892
- -------------------  -----------       -----------------
      (Name)         (Area Code)       (Telephone Number)



(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s).   |X| Yes   |_| No

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(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes   |_| No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

The  narrative  and  quantitative  changes are set forth in Item  4.02(a) of and
Exhibit 99.1 (and Exhibit A to Exhibit 99.1) to the Restatement 8-K, referred to
in Part II above. Section 4.02(a) of the Restatement 8-K, the section of Exhibit
99.1 to the  Restatement  8-K entitled  "Restatement  of Prior Period  Financial
Statements",  and  Exhibit A to  Exhibit  99.1 to the  Restatement  8-K each are
incorporated herein by this reference.







                         PRESTIGE BRANDS HOLDINGS, INC.
                  (Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date:  November 15, 2005            By: /s/ Charles N. Jolly
                                       -----------------------------------------
                                       Charles N. Jolly,
                                       General Counsel